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Suggested Board Actions to Address Shareholder Interests

(January 30, 2004)

The letter copied below was sent to the directors of Farmer Bros. to suggest their consideration of actions which would demonstrate the board's commitment the interests of non-management shareholders.

The letter was sent at the close of business on January 30, 2004, at which time the company had not yet filed a final version of its repeatedly revised preliminary proxy statement or set a date for the repeatedly postponed annual shareholders meeting.  There had also been no response at this time to the shareholder Delegate's repeated demands for information relevant to the matters being presented for voting at the annual meeting.

 

 

[letterhead]

LUTIN & COMPANY

575 Madison Avenue

New York, New York 10022

Telephone (212) 605-0335

Facsimile (212) 605-0325

 

                                                            January 30, 2004

 

By telecopier: 310/320-2436

 

Messrs. Guenter W. Berger,

Lewis A. Coffman,

Roy E. Farmer,

Roy F. Farmer,

Thomas Maloof,

John H. Merrell, and

John Samore, Jr.

c/o Farmer Bros. Co.

20333 South Normandie Avenue

Torrance, California 90502

 

To the members of the board of directors of Farmer Bros. Co.:

 

            Since the company has not yet filed a final proxy statement or announced a new date for the annual meeting of shareholders, you are encouraged to make use of this delay to consider actions which would demonstrate the board’s commitment to the interests of non-management shareholders.

 

Many investors hope that the resolution of disputes with dissident family shareholders has eliminated the need, as perceived by the board, for the proposed reincorporation plan’s defensive provisions, and that management would view the remaining public shareholders as allies with a common interest in developing the value of Farmer Bros.  What you do now will indicate whether these hopes are justified.

 

Following are some examples of actions that would be interpreted by many shareholders as evidence that the board respects their interests:

  1. Retire chairman to “emeritus” status:  According to his deposition testimony in the Crowe litigation, Mr. Farmer, the current chairman of the company, has been housebound for a year and is uninformed about matters – including the ESOP transactions, for instance – on which the board has acted.  Under these circumstances, Mr. Farmer should not be serving as a director or officer of the company.  Making him an “emeritus” chairman would secure his continuing advice as well as honor his past services to the company.
  2. Revise proposal for reincorporation:  If you continue to believe that a corporate reorganization would benefit all shareholders, the reincorporation plan should be revised to eliminate the provisions that deprive shareholders of their rights.  Directors who serve the interests of shareholders do not need staggered boards and other entrenchment devices.
  3. Support cumulative voting:  Cumulative voting would assure non-management shareholders that they could elect two nominees to a seven member board, assuming that all directors are elected annually.  Supporting this right would not expose the board to dissident disruption.
  4. Resolve ESOP funding:  The ESOP funding transactions, whether or not the SEC finds them to be violations of securities laws, could be reversed to return the unpaid-for shares to the corporation.  This would benefit the corporation’s shareholders and also eliminate the $65 million burden of debt imposed on the employees’ pension plan.  The ESOP could then follow the more conventional practice of simply purchasing up [to] the allowed 300,000 shares directly from the corporation’s treasury, at then-prevailing market prices, as and when actual pension contributions provide the cash to do so over the next ten or twenty years.
  5. Formalize commitment to split stock:  The board’s reported intent to consider a stock split was welcomed by shareholders who have long sought improved marketability of their investments.  The board should demonstrate its genuine commitment to this enhancement of shareholder value by actions to actually implement the split whether the company reincorporates in Delaware or stays in California.
  6. Director investments in stock:  Many investors are concerned by the observation that three directors own no Farmer Bros. stock – not a single share – and a fourth, in spite of his long service as a company executive and twenty years as a director, owns only 15 shares.  Making substantial investments now would demonstrate to investors as well as employees, customers and other key audiences that the members of the board have confidence in themselves and in Farmer Bros.

Actions such as these would show that Farmer Bros. has made a real start on a new path, and that its board of directors can be relied upon to manage the company in the best interests of all its shareholders.

 

                                                Sincerely yours,

 

 

                                                Gary Lutin

 

 

 

The Forum is open to all Farmer Bros. shareholders, whether institutional or individual, and to professionals concerned with their investment decisions.  Its purpose is to provide shareholders with access to information and a free exchange of views on issues relating to their evaluations of alternatives.  As stated in the Forum's Conditions of Participation, participants are expected to make independent use of information obtained through the Forum, subject to the privacy rights of other participants.  It is a Forum rule that participants will not be identified or quoted without their explicit permission.

There is no charge for participation.  Franklin Mutual Advisers, LLC, the manager of funds owning approximately 12.6% of Farmer Bros. shares, provided initial sponsorship for the Forum and arranged for it to be chaired by Gary Lutin.  Continuing support and guidance of the Forum is provided by an Advisory Panel of actively interested shareholders.

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